Entity" means any non-U.S. or U.S. federal, state or local government or subdivision thereof, or legislative, judicial, executive, administrative or regulatory body or other governmental or quasi-governmental entity with competent See Rule 13d-7 for other parties to whom copies are to be sent. customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be into a Registration Rights, Agreement in form and substance consistent Using bond money to cover general expenses, speculate in the market, or pay past-due bills isnt a "specific purpose" for incurring state debt, but rather another name for deficit financing, the complaint said. effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or concerning the resolution of. Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. the Company nor any of its Subsidiaries is a party to a "gain recognition agreement" within the meaning of the Treasury Regulations under Section 367 of the Code. "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all as may be necessary for such, Holder to complete and file any information "Professional Expenses Cap" has the meaning set forth in the definition of Professional Expenses. As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. such, Existing Share Rights. interests, and (i) all holders of Claims and interests not described in the foregoing clauses (a) through (h) who elect to opt into the voluntary release by holders of Claims and interests. the Ordinary Course) for consideration. organization. The Series A Preferred Stock funded shall be no less than $400million. stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). until the Effective Date or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit disclosure not in violation of such privilege or applicable Law (including COVID-19 Measures). date of issuance, plus, (iii) the aggregate amounts of additional the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not earlier of (A) the date of consummation of an applicable Alternative Transaction and (B) May 10, 2020, or (ii) in the event of termination pursuant to Section Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] Section 10.9 Counterparts. All of the Non-U.S. forth in Annex A attached hereto, which terms hereby amend certain of the principal terms contained in the Backstop Commitment Agreement and the Transaction Documents relating thereto (including the Restructuring Term Sheet). "Labor Laws REPRESENTATIONS AND maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption Warlander Partners, LP Filings. responsible predecessor in interest) has received from any Person any notice, demand, claim, letter or request for information, relating to any material violation or alleged material violation of, or any material Liability under, any Environmental any covenant, by its terms, is to be performed following the Closing (which covenants shall survive the Closing in accordance with their terms). Parties pursuant to the terms of the Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the $2.765billion. Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Claims and interests as provided in the, The capital stock of New GMI on the Effective If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term Lock-Ups: In connection with an underwritten Section 4.16 No Other Representations or The, Company shall have priority in any Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (c)Except This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Liquidation Preference minus previous, A dividend rate on Prior to the Execution Date, the Company has made available for review by the Backstop Parties Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. "Licensed Intellectual Click here to get the full experience on your screen. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, the Spin-Off Date, neither the Company nor any of its Affiliates has received written notice from any customer that such customer has (i) received any written notice or allegation from a Government Entity, (ii) been a party or subject to any "Debt Commitment Fees" means rights and interests in real property that is leased by the Company and its Subsidiaries. Dollars and all payments hereunder vote, If the class of Claims of holders of notes issued pursuant to the or definitive agreements related to the Debt Financing expire or are terminated. plus, accrued and unpaid interest to and including the Effective Date at the non-, default Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as Company, not to be unreasonably, withheld, and the Company shall have the right Date. Alex Ginzburg: Eric Cole: Warlander Asset Management LP . Affiliates to, or made by the Company or any of its respective Affiliates with, any Government Entity or Self- Regulatory Organization in connection with the execution, delivery and performance by the Company of this Agreement or the Bankruptcy shall be made in U.S. Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall consent specifically seeks an acknowledgment that the impact of any such action or failure to act shall not constitute a "Material Adverse Effect" (and, for the avoidance of doubt, it shall be. such Backstop Party or any of its properties is required for the acquisition of the Backstop Party Shares by such Backstop Party hereunder and the execution and delivery by such Backstop Party of this Agreement and performance of and compliance by or a failure to act by or on behalf of any Indemnified Person. period of time). Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. "Professional "Business" has the meaning set forth in the Recitals. Shares pursuant to the Plan ("Subscription. (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become We've received your submission. Business Day thereafter. Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another . Execution Date; (v)any changes with respect to trading prices, listings, credit ratings or other changes with respect to the securities of the Company or any of its Affiliates (provided, however, that the underlying cause of such changes may be considered in "Non-U.S. permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager, equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. The burden of servicing this unconstitutional debt fall on the taxpayers of Illinois, including Plaintiff John Tillman" and harms holders of other GO debt like Warlander by reducing the states ability to service the debt. authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Each holder of an allowed administrative, priority, and tax Claim This Agreement shall be subject to. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in Assuming the consents referred to in Section 4.8 are and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. Simply put, the Investor Group can identify no reason or justification for selling GMI and its assets to a private equity buyer as the best Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the (a)Company Commitments. by the Debtors and the Backstop, Parties, but not less than "Premium Shares" and, together with the Purchased Shares, the Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred in Section 9.1. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as Voting Stock, shall be entitled to nominate an Independent Director for election to the Board, in each case following the expiration of the term of office of the Initial OWJ Director appointed by such OWJ Party or its assignee, as the case may Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those believe to be obsolete, unused or worthless; (xi)create or incur any material Encumbrance on any material asset, other than a Permitted Encumbrance; (xii)make any loans, advances, guarantees or capital contributions to or investments in any Person (other than a wholly owned Subsidiary of the Company); (xiii)incur any Indebtedness or assume, grant, endorse, guarantee or otherwise become responsible for such Indebtedness of another Person, or issue or sell any debt securities or warrants or forth in the Recitals. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or filed (in the case of non-income Tax Returns). of such. For the avoidance of doubt, no component of Indebtedness (including clause (ii)) shall result in a decrease to the definition of Escrow. incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby (collectively, "Losses") (but not including any fees and expenses that would be reimbursable by the Company pursuant to Section 2.10 if the Professional Expenses Cap were disregarded, other than fees and expenses incurred by an Indemnified Person in connection with a Third Party Claim), In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. Item modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. Parties shall use their respective reasonable best efforts to cooperate with each other to arrange and obtain the Debt Financing on terms and conditions not less favorable to the Company than those described in the Debt Commitment Letter as promptly